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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 6, 1998
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Keane, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
1-7516 04-243-7166
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(Commission File Number) (I.R.S. Employer Identification No.)
Ten City Square
Boston, Massachusetts 02129
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(Address of Principal Executive Offices) (Zip Code)
(617) 241-9200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 6, 1998, the Registrant and Fourth Tier, Inc. ("Fourth Tier")
announced that they had entered into a definitive agreement (the "Definitive
Agreement") whereby the Registrant would acquire all of the outstanding capital
stock of Fourth Tier. A copy of the Registrant's press release announcing the
signing of the Definitive Agreement is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial statements of businesses acquired are not required as per
Rule 3-05(b) of Regulation S-X.
(b) Pro Forma Financial Information.
Pro forma financial information is not required as per Rule 11-01(c)
of Regulation S-X.
(c) Exhibits.
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99.1 Press Release regarding Definitive Agreement by and between the
Registrant and Fourth Tier, Inc., dated October 6, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 6, 1998 KEANE, INC.
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(Registrant)
By: /s/ Wallace A. Cataldo
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Wallace A. Cataldo
Vice President - Finance
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release regarding Definitive Agreement by and between the
Registrant and Fourth Tier, Inc., dated October 6, 1998.
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EXHIBIT 99.1
FOURTH TIER DEFINITIVE AGREEMENT PRESS RELEASE
KEANE ANNOUNCES AGREEMENT TO ACQUIRE FOURTH TIER, INC.
Acquisition Will Establish Keane In Rapidly Growing Market
For Enterprise Relationship Management Solutions
BOSTON, Oct. 6, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX: KEA)
today announced it has signed a definitive agreement to acquire Fourth Tier,
Inc., a privately-held provider of enterprise relationship management (ERM)
consulting services. The transaction will be accounted for as a pooling of
interests and is expected to close on or about October 20, 1998, subject to the
satisfaction of customary closing conditions. It is anticipated that the
purchase of Fourth Tier will be accretive to Keane's earnings.
Fourth Tier provides Fortune 500 companies with enterprise-wide systems
solutions for their customer service, sales and marketing, technical support and
product development organizations. These solutions are designed to assist
companies in efficiently managing their customer relationships by coordinating,
consolidating and integrating each point of contact the enterprise has with its
customers. This allows companies to improve their business performance through
better customer relationships and by being more responsive, proactive and
knowledgeable about customer needs.
"Enterprise relationship management is a very important market for Keane,"
said John Keane, Jr., office of the president for Keane, Inc. "We believe the
next frontier for significantly improving a company's competitiveness lies in
how well it manages its customer relationships. Effectively implementing the
best systems to support these processes will be essential to achieving
break-through performance."
"Joining forces with Fourth Tier will position Keane with strong
credentials in this rapidly growing market. Fourth Tier has a proven track
record of successfully implementing Siebel applications. Over time, Fourth
Tier's capabilities will be complemented by other practices that Keane is
developing to serve the ERM market," Keane said.
(more)
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Keane Announces Agreement to Acquire Fourth Tier, Inc./2
To become more responsive to customers and address their requirements,
companies are structuring their information technology systems for enterprise
relationship management. This enables companies to communicate with customers
the way they prefer; capture information about the customers through the sales
process and pre/post sales processes to deliver higher satisfaction and build
ongoing relationships; and integrate the information with all IT systems to
strengthen the customer relationship throughout the enterprise.
"We are very excited about joining the Keane team," said Phil Hui-Bon-Hoa,
chief executive officer for Fourth Tier, Inc. "Together, we believe that we can
establish a leadership position in the ERM market. Keane's network of over 45
offices throughout North America and the United Kingdom provides a direct sales
channel to more than 1,000 Keane clients, most of whom are prospective clients
of Keane's ERM solutions."
John Lynch, president of Fourth Tier, Inc., stated, "Keane's proven project
management disciplines will enable us to build upon our legacy of project
delivery excellence to pursue larger and more complex projects. In addition, to
staff these larger projects, Keane's office network offers us a base of over
10,000 consultants to draw from."
Fourth Tier has experienced consistent growth over the past three years,
growing revenue at a compounded annual growth rate of 295 percent and pre-tax
income at 270 percent. Fourth Tier's revenues for the first half of 1998 were
$5.4 million, which rose 116 percent over the first half of 1997. Fourth Tier's
1997 revenues were $6.3 million. Keane will issue approximately 950,000 shares
of its Common Stock in exchange for all of the outstanding shares and options to
acquire shares of Fourth Tier.
(more)
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Keane Announces Agreement to Acquire Fourth Tier, Inc./3
ABOUT FOURTH TIER, INC.
Fourth Tier is a leading systems integrator of enterprise relationship
management applications for the front office. The company has performed complex
systems implementations for customer service, sales and marketing, and product
development departments within medium and large multinational corporations. With
headquarters in Los Angeles, Fourth Tier's list of clients includes Honeywell,
Yamaha, Schlumberger and Marriott.
ABOUT KEANE, INC.
Headquartered in Boston, Massachusetts, Keane, Inc. is a $1 billion firm
that helps companies plan, build and manage application software to achieve
business advantage. Keane does this by adhering to rigorous process and
management disciplines and performance metrics incorporated in its six core IT
solutions. Keane's world-class services include operations improvement and IT
consulting, application development, application outsourcing, year 2000
compliance, help desk outsourcing, and enterprise healthcare solutions. These
service offerings are delivered through a network of more than 45 branch offices
in North America and the United Kingdom. Information about Keane, which was
named the Wall Street Journal's Best 10-Year Stock Performer, is available via
the Internet's World Wide Web at http://www.keane.com.
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This press release contains forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the expected
consummation of the acquisition of Fourth Tier, Inc. and the future benefits
Keane expects to derive as a result of such acquisition. There are a number of
factors that could cause actual results to differ materially from those
indicated. Such factors include, without limitation, the satisfaction of various
closing conditions, Keane's success in integrating Fourth Tier, Inc. into its
own operations, and the various factors set forth under the caption "Certain
Factors That May Affect Future Results" in Keane's annual report on Form 10-K
for the year ended December 31, 1997, which important factors are incorporated
herein by reference.
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